Huntingdon Capital Corp. announces management changes, collection of an $18 million vendor take-back loan, and substantial issuer bid
21 Jun, 2013, 16:00 ET
RICHMOND, BC, June 21, 2013 /CNW/ - Huntingdon Capital Corp. (the "Corporation" or "Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) today announced management changes, the monetization of an $18.0 million vendor take-back loan and a substantial issuer bid (the "Offer") for the Corporation's common shares.
Huntingdon's Board of Directors has entered into a resignation agreement with President and CEO, Zachary George that will take effect on September 1st, 2013. Following his resignation, Mr. George will continue to serve as Huntingdon's Chairman and will work closely with management on strategy and operations. Sandeep Manak will be promoted to President and Chief Executive Officer effective September 1, 2013.
Mr. George commented, "I have been fortunate to work with Mr. Manak over the last five years. We have built a dynamic team and created tremendous value for shareholders. Mr. Manak has repeatedly proven his capabilities and work ethic, having managed the internalization of two publicly traded real estate companies and the turnaround of Huntingdon. Shareholders will continue to benefit from his leadership and I look forward to continuing to work together".
Huntingdon Capital Corp. also announced the collection of an $18.0 million vendor take-back loan. The loan was a part of the consideration of the sale of Huntingdon's Ontario retail portfolio in June 2012. The sale consideration included cash and two vendor take-back loans. The loan that was collected was bearing interest at 12.0% per annum with monthly payments of interest only and was due on June 21, 2013. The second loan has a balance owing of $5.0 million and bears interest at 5.5% per annum with monthly payments of interest only and is due on June 21, 2014. Security for the loan includes general security agreements and personal guarantees.
Zachary George, President and CEO, noted, "The increase in Huntingdon's cash resources to approximately $68.5 million provides significant flexibility to invest opportunistically and create value for shareholders."
Huntingdon also announced that it will offer to repurchase for cancellation up to $10,000,000 in value of its outstanding common shares from shareholders. The Offer will proceed by way of a modified "Dutch Auction" and the range of Offer prices will be $12.50 to $13.00 per share. The maximum purchase price under the Offer represents a premium of approximately 3.4% over the daily volume weighted average closing price of the shares on the TSX for the 30 trading days preceding the date of this announcement.
The modified Dutch Auction tender process allows Shareholders to individually select the price, within the specified range, at which they are willing to sell all or a portion of their common shares. When the Offer expires, the Corporation will select the purchase price (the "Purchase Price") which will be the lowest tendered price from within the range of prices allowing it to buy up to $10,000,000 of the common shares validly tendered to the Offer, or such lower aggregate purchase price as the board of directors of the Corporation, in its discretion, determines to be in the best interests of the Corporation. All common shares tendered at or below the selected price level will be bought at the Purchase Price, subject to pro-ration. All common shares tendered at prices higher than the Purchase Price will be returned to Shareholders. Huntingdon will fund any purchases of commons shares pursuant to the Offer from available cash on hand.
The Offer will be for up to approximately 7.3% of the total number of issued and outstanding common shares (based on a Purchase Price equal to the minimum purchase price per common share of $12.50 and 10,974,972 common shares outstanding on June 21, 2013).
The Offer will not be conditional on any minimum number of common shares being tendered to the Offer, but will be subject to other conditions customary for transactions of this nature. It is anticipated that the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering common shares will be mailed to Shareholders and filed with the applicable securities regulators and available on SEDAR at www.sedar.com on or about July 5, 2013. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by Huntingdon. The Corporation's normal course issuer bid, announced on April 11, 2013, will be suspended from the date of this news release until a date following the expiry of the Offer.
Neither Huntingdon nor its board of directors makes any recommendation to Shareholders as to whether to tender or refrain from tendering their common shares to the Offer. Shareholders are strongly urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or refrain from tendering their common shares to the Offer and, if so, how many common shares to tender and at what price or prices. Huntingdon is making the Offer as an equitable and efficient means to distribute an aggregate of up to $10,000,000 in cash to Shareholders, while at the same time proportionately increasing the equity interest in the Corporation of Shareholders who do not deposit their common shares to the Offer. The board of directors' decision to authorize making the Offer was based on a number of factors, including that the Offer is an equitable and efficient means of distributing capital to Shareholders, the Offer provides Shareholders who desire liquidity with an opportunity to realize on all or a portion of their investment in Huntingdon and the deposit of common shares is optional and Shareholders are free to accept or reject the Offer. Further information concerning the factors considered by the board of directors, along with the terms and conditions of the Offer, will be contained in the Offer Documents that will be mailed to Shareholders and available on SEDAR when the Offer is formally launched.
Huntingdon is a real estate operating company listed on the TSX (Common Shares: HNT; Debentures: HNT.DB; Warrants: HNT.WT). Huntingdon owns and manages a portfolio of 36 industrial, office, retail and aviation-related properties throughout Canada that have a total gross leasable area of 2.7 million square feet. In addition, Huntingdon owns an approximate 30% interest in FAM Real Estate Investment Trust (the "REIT") (TSX: F.UN, F.WT) and manages, on behalf of the REIT, a portfolio of 27 industrial, office, and retail properties throughout Canada that have a gross leasable area of 1.7 million square feet.
Certain statements contained in this press release may constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "plan", "expect", "may", "will", "intend", "should", and similar expressions. Forward-looking statements in this press release include the intended resignation of Mr. George and appointment of Mr. Manak as President and Chief Executive Officer effective September 1, 2013 and the intention to conduct a substantial issuer bid on the terms described herein and mail an issue bid circular by July 5, 2013. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. The forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations including, but not limited to, the risks detailed from time to time in Huntingdon's filings with Canadian provincial securities regulators, including its most recent annual information form and management's discussion and analysis. Huntingdon cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and Huntingdon does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by applicable law.
The Toronto Stock Exchange has not reviewed nor approved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE: Huntingdon Capital Corp.
For further information:
Zachary R. George, Director, President and Chief Executive Officer
Tel: (604) 249-5119
Fax: (604) 249-5101
Email: [email protected]
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